Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. (a) Except as disclosed in Item 2.13(a) of the Disclosure Schedule, neither Lancit nor any Subsidiary is a party to or bound by, and none of the assets of Lancit or any Subsidiary is covered by or subject to, any of the following (whether oral or written): (i) any lease (a) for real property or (b) for personal property providing for annual rentals for such personal property lease of $5,000 or more or aggregate payments (per lease) for such personal property lease of $10,000 or more; (ii) any agreement for the purchase of materials, software, supplies, goods, services, equipment or other assets providing for either (A) annual payments by Lancit and the Subsidiaries of $5,000 or more or (B) aggregate payments (per agreement) by Lancit and the Subsidiaries of $10,000 or more; (iii) any funding, agency, licensing, development, production, co-production, output, air commitment, distribution, rights sharing or back-end agreement or any agreement similar to any of the foregoing; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (vii) any option, license, franchise or similar agreement; (viii) any agency, dealer, sales representative, marketing, merchandising, licensing or other similar agreement; (ix) any agreement that limits the freedom of Lancit or any Subsidiary to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Surviving Corporation or any Subsidiary after the Effective Time; (x) any agreement pursuant to which Lancit or any Subsidiary has hired or retained a consultant; (xi) any agreement pursuant to which Lancit or any Subsidiary is subject to confidentiality or non-disclosure obligations; (xii) any union or collective bargaining contracts with respect to any employees of Lancit or any Subsidiary; (xiii) any employment or talent agreement; or (xiv) any other agreement, commitment, arrangement or plan that is material. In lieu of a list, certain types of agreements and other instruments which are not individually material to Lancit are identified in Item 2.13(a) by category, together with a representative sample. Documents in each such category do not differ from the representative sample in any material respect. (b) Each agreement, contract, plan, lease, arrangement or commitment disclosed in the Disclosure Schedule or required to be disclosed in the Disclosure Schedule is a valid and binding agreement of Lancit or a Subsidiary, as the case may be, and is in full force and effect, and none of Lancit, any Subsidiary or, to the knowledge of Lancit, any other party thereto is in default or breach in any material respect under the terms of any such agreement, contract, plan, lease, arrangement or commitment, and, to the knowledge of Lancit, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder, other than any breaches or defaults which, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. True and complete copies of each such agreement, contract, plan, lease, arrangement or commitment have been delivered or made available to the Company. (c) A complete list (except as to the categories referred to in the last two sentences of Section 2.13(a)) of all funding, agency, licensing, production, employee, talent, distribution and other contracts or other arrangements between the Company or any Subsidiary and any third party in connection with the development, preparation, production and distribution of new episodes of Reading Rainbow, Outward Bound and The Puzzle Place for the 1998 season in effect as of the date hereof is set forth in Item 2.13(c) of the Disclosure Schedule. Such contracts and arrangements are all of the contracts and arrangements that will be necessary for the development preparation, production and distribution of such episodes, other than contracts and agreements to be entered into in the ordinary course of production consistent with past practice, and Lancit has no reason to believe that there will be any difficulties encountered in connection with entering into such ordinary course contracts and arrangements. (d) Except as set forth in Item 2.13(d) of the Disclosure Schedule, to Lancit's knowledge, its relationships with the parties to the contracts required to be disclosed under Sections 2.13(a) (i), (ii), (iii), (iv), (vii), (viii), (x) and (xiii) are good and no such party has threatened to terminate or fail to renew any such contract, agreement or relationship, which termination or failure would, singly or in the aggregate, have a Material Adverse Effect.

Agreements and Commitments. Except as set forth in SCHEDULE 2.11, or as listed in SCHEDULE 2.12, SCHEDULE 2.15(c) or SCHEDULE 2.15(f) as required by Section 2.12, Section 2.15(c) or Section 2.15(f), respectively, Genisys is not a party or subject to any oral or written agreement, obligation or commitment that is material to Genisys, its financial condition, business or prospects or which is described below: (a) Except Any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to Genisys in an aggregate amount of (i) $10,000 or more in the ordinary course of business or (ii) $10,000 or more not in the ordinary course of business; (b) Any license agreement as disclosed in Item 2.13(a) licensor (except for any nonexclusive software license granted by Genisys to end-user customers where the form of the Disclosure Schedulelicense, neither Lancit nor excluding standard immaterial deviations, has been provided to Xxxxxxxx-Xxxxxxxx); (c) Any agreement by Genisys to encumber, transfer or sell rights in or with respect to any Subsidiary is a party to Genisys Intellectual Property (as defined in Section 2.12); (d) Any agreement for the sale or bound bylease of real or personal property involving more than $10,000 per year; (e) Any dealer, and none distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the distribution of the assets of Lancit Genisys' products; (f) Any franchise agreement or financing statement; (g) Any stock redemption or purchase agreement; (h) Any joint venture contract or arrangement or any Subsidiary is covered by or subject to, any other agreement that involves a sharing of the following (whether oral or written):profits with other persons; (i) any lease (a) for real property or (b) for personal property providing for annual rentals for such personal property lease of $5,000 or more or aggregate payments (per lease) for such personal property lease of $10,000 or more; (ii) any agreement for the purchase of materials, software, supplies, goods, services, equipment or other assets providing for either (A) annual payments by Lancit and the Subsidiaries of $5,000 or more or (B) aggregate payments (per agreement) by Lancit and the Subsidiaries of $10,000 or more; (iii) any funding, agency, licensing, development, production, co-production, output, air commitment, distribution, rights sharing or back-end agreement or any agreement similar to any of the foregoing; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligations, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of Genisys incurred or made in the deferred purchase price ordinary course of property (business, and except as disclosed in either case, whether incurred, assumed, guaranteed or secured by any asset);Genisys Financial Statements; or (viij) any option, license, franchise or similar agreement; (viii) any agency, dealer, sales representative, marketing, merchandising, licensing or other similar agreement; (ix) any agreement that limits the Any contract containing covenants purporting to limit Genisys' freedom of Lancit or any Subsidiary to compete in any line of business or with any Person or in any area geographic area. All agreements, obligations and commitments listed in SCHEDULE 2.11, SCHEDULE 2.12, SCHEDULE 2.15(c), or which would so limit the freedom of the Surviving Corporation SCHEDULE 2.15(f) as required by Section 2.11, Section 2.12, Section 2.15(c) or any Subsidiary after the Effective Time; (x) any agreement pursuant to which Lancit or any Subsidiary has hired or retained a consultant; (xi) any agreement pursuant to which Lancit or any Subsidiary is subject to confidentiality or non-disclosure obligations; (xii) any union or collective bargaining contracts with respect to any employees of Lancit or any Subsidiary; (xiii) any employment or talent agreement; or (xiv) any other agreement, commitment, arrangement or plan that is material. In lieu of a list, certain types of agreements and other instruments which are not individually material to Lancit are identified in Item 2.13(a) by category, together with a representative sample. Documents in each such category do not differ from the representative sample in any material respect. (b) Each agreement, contract, plan, lease, arrangement or commitment disclosed in the Disclosure Schedule or required to be disclosed in the Disclosure Schedule is a valid and binding agreement of Lancit or a SubsidiarySection 2.15(f), as the case may be, are valid and is in full force and effecteffect in all material respects, and none except as expressly noted in writing, a true and complete copy of Lancit, any Subsidiary oreach has been delivered or been made available to Xxxxxxxx-Xxxxxxxx or its counsel. Except as noted on SCHEDULE 2.11 neither Genisys nor, to the knowledge of LancitGenisys or the Genisys Shareholders, any other party thereto is in breach of or default or breach in under any material respect under the terms of any such agreement, contract, plan, lease, arrangement obligation or commitment, and, . Genisys is not a party to the knowledge of Lancit, no event any contract or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder, other than any breaches or defaults which, singly or in the aggregate, could not arrangement that it reasonably be expected to expects will have a Material Adverse Effect. True and complete copies of each such agreement, contract, plan, lease, arrangement material adverse effect on its business or commitment have been delivered or made available to the Companyprospects. (c) A complete list (except as to the categories referred to in the last two sentences of Section 2.13(a)) of all funding, agency, licensing, production, employee, talent, distribution and other contracts or other arrangements between the Company or any Subsidiary and any third party in connection with the development, preparation, production and distribution of new episodes of Reading Rainbow, Outward Bound and The Puzzle Place for the 1998 season in effect as of the date hereof is set forth in Item 2.13(c) of the Disclosure Schedule. Such contracts and arrangements are all of the contracts and arrangements that will be necessary for the development preparation, production and distribution of such episodes, other than contracts and agreements to be entered into in the ordinary course of production consistent with past practice, and Lancit has no reason to believe that there will be any difficulties encountered in connection with entering into such ordinary course contracts and arrangements. (d) Except as set forth in Item 2.13(d) of the Disclosure Schedule, to Lancit's knowledge, its relationships with the parties to the contracts required to be disclosed under Sections 2.13(a) (i), (ii), (iii), (iv), (vii), (viii), (x) and (xiii) are good and no such party has threatened to terminate or fail to renew any such contract, agreement or relationship, which termination or failure would, singly or in the aggregate, have a Material Adverse Effect.

Agreements and Commitments. Except as set forth in Item 2.11 delivered by CFI to Prism herewith, CFI is not a party or subject to any oral or written executory agreement, contract, obligation or commitment that is material to CFI, its financial condition, business or prospects or which is described below and is not terminable within 60 days without cost or penalty to CFI, including but not limited to the following: (a) Except as disclosed Any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to CFI in Item 2.13(aan aggregate amount of (i) $25,000 or more in the ordinary course of business or (ii) $10,000 or more not in the ordinary course of business; (b) Any license agreement under which CFI is licensor (except for any nonexclusive software license granted by CFI to end-user customers where the form of the Disclosure Schedulelicense, neither Lancit nor excluding standard immaterial deviations, has been provided to Prism 's counsel); or under which CFI is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products); (c) Any agreement by CFI to encumber, transfer or sell rights in or with respect to any Subsidiary is a party to CFI Intellectual Property (as defined in Section 2.12 hereof); (d) Any agreement for the sale or bound bylease of real or personal property involving more than $10,000 per year; (e) Any dealer, and none distributor, sales representative, original equipment manufacturer, value added reseller or other agreement for the distribution of the assets of Lancit CFI's products; (f) Any franchise agreement or financing statement; (g) Any stock redemption or purchase agreement; (h) Any joint venture contract or arrangement or any Subsidiary is covered by other agreement that involves a sharing of profits with other persons or subject to, the payment of royalties to any of the following (whether oral or written):other person; (i) any lease (a) for real property or (b) for personal property providing for annual rentals for such personal property lease of $5,000 or more or aggregate payments (per lease) for such personal property lease of $10,000 or more; (ii) any agreement for the purchase of materials, software, supplies, goods, services, equipment or other assets providing for either (A) annual payments by Lancit and the Subsidiaries of $5,000 or more or (B) aggregate payments (per agreement) by Lancit and the Subsidiaries of $10,000 or more; (iii) any funding, agency, licensing, development, production, co-production, output, air commitment, distribution, rights sharing or back-end agreement or any agreement similar to any of the foregoing; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of CFI incurred or made in the deferred purchase price ordinary course of property (business, and except as disclosed in either case, whether incurred, assumed, guaranteed or secured by any asset);the CFI Financial Statements; or (viij) any option, license, franchise or similar agreement; (viii) any agency, dealer, sales representative, marketing, merchandising, licensing or other similar agreement; (ix) any agreement that limits the Any contract containing covenants purporting to limit CFI's freedom of Lancit or any Subsidiary to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Surviving Corporation or any Subsidiary after the Effective Time; (x) any agreement pursuant to which Lancit or any Subsidiary has hired or retained a consultant; (xi) any agreement pursuant to which Lancit or any Subsidiary is subject to confidentiality or non-disclosure obligations; (xii) any union or collective bargaining contracts with respect to any employees of Lancit or any Subsidiary; (xiii) any employment or talent agreement; or (xiv) any other agreementgeographic area. All agreements, commitmentcontracts, arrangement or plan that is material. In lieu of a list, certain types of agreements obligations and other instruments which are not individually material to Lancit are identified commitments listed in Item 2.13(a) 2.11, Item 2.12, Item 2.15.3 or Item 2.15.6 as required by categorySection 2.11, together with a representative sample. Documents in each such category do not differ from the representative sample in any material respect. (b) Each agreementSection 2.12, contract, plan, lease, arrangement Section 2.15.3 or commitment disclosed in the Disclosure Schedule or required to be disclosed in the Disclosure Schedule is a valid and binding agreement of Lancit or a SubsidiarySection 2.15.6, as the case may be, are valid and is in full force and effect, except as to the effect, if any, of (a) applicable bankruptcy and none other similar laws affecting the rights of Lancitcreditors generally and (b) rules of law governing specific performance, any Subsidiary orinjunctive relief and other equitable remedies; and except as expressly noted, a true and complete copy of each has been delivered to Prism or Prism 's counsel. Neither CFI nor, to the knowledge of LancitCFI, any other party thereto is in breach of or default or breach in under any material respect under the terms term of any such agreement, contract, plan, lease, arrangement obligation or commitment, and, to the knowledge of Lancit, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder, other than any breaches or defaults which, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. True and complete copies of each such agreement, contract, plan, lease, arrangement or commitment have been delivered or made available to the Company. (c) A complete list (except as to the categories referred to in the last two sentences of Section 2.13(a)) of all funding, agency, licensing, production, employee, talent, distribution and other contracts or other arrangements between the Company or any Subsidiary and any third party in connection with the development, preparation, production and distribution of new episodes of Reading Rainbow, Outward Bound and The Puzzle Place for the 1998 season in effect as of the date hereof is set forth in Item 2.13(c) of the Disclosure Schedule. Such contracts and arrangements are all of the contracts and arrangements that will be necessary for the development preparation, production and distribution of such episodes, other than contracts and agreements to be entered into in the ordinary course of production consistent with past practice, and Lancit has no reason to believe that there will be any difficulties encountered in connection with entering into such ordinary course contracts and arrangements. (d) Except as set forth in Item 2.13(d) of the Disclosure Schedule, to Lancit's knowledge, its relationships with the parties to the contracts required to be disclosed under Sections 2.13(a) (i), (ii), (iii), (iv), (vii), (viii), (x) and (xiii) are good and no such party has threatened to terminate or fail to renew any such contract, agreement or relationship, which termination or failure would, singly or in the aggregate, have a Material Adverse Effect.

Agreements and Commitments. (a) Except as disclosed described in Item 2.13(a) Sections 4.8(a), 4.8(b), 4.12 and 4.15 of the Disclosure Schedule, neither Lancit nor any Subsidiary RNC is not a party to or bound by, and none by any material Contract relating to the operation of the assets Project or the Contributed Assets (each a "Material Contract"), it being understood that, without limiting the generality of Lancit or any Subsidiary is covered by or subject tothe foregoing, any Contracts of the following (whether oral or written):types are Material Contracts for purposes of this Section 4.15: (i) any lease (a) purchase order or Contract for real property the supply of materials, supplies, equipment or (b) for personal property providing for annual rentals for services involving more than $50,000 in respect of any one such personal property lease of $5,000 Contract or more or aggregate payments (per lease) for such personal property lease of $10,000 or moreany particular supplier; (ii) any agreement for the purchase of materials, software, supplies, goods, services, equipment off-take or other assets providing for either (A) annual payments by Lancit and the Subsidiaries of $5,000 or more or (B) aggregate payments (per agreement) by Lancit and the Subsidiaries of $10,000 or moresimilar Contract; (iii) any fundingContract in respect of royalties, agencyfarm-in or earn-in rights, licensing, development, production, coback-production, output, air commitment, distributionin rights, rights sharing of first refusal, rights of first offer, option rights, area of interest rights, agency marketing fees, volume or back-end agreement production based payments or any agreement similar to any of the foregoingrights, provisions or payments (actual or contingent); (iv) any partnershiptrust indenture, joint venture hypothec, mortgage, promissory note, loan agreement, guarantee or other similar agreement Contract for the borrowing of money or arrangementa leasing transaction of the type required to be capitalized in accordance with IFRS that will be assumed by the Limited Partnership as an Assumed Liability hereunder; (v) any agreement relating to Contract for capital expenditures in excess of $50,000 in the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise)aggregate; (vi) any agreement relating to indebtedness Contract for borrowed money the lease of any machinery, equipment, motor vehicles, fixtures or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset)other personal property; (vii) any optionconfidentiality, licensesecrecy, franchise non-disclosure or non-competition Contract or similar agreementContract; (viii) any agency, dealer, sales representative, marketing, merchandising, licensing Contract that expires or other similar agreementmay expire more than one year after the date of this Agreement; (ix) any agreement that limits power of attorney relating to the freedom of Lancit or any Subsidiary to compete in any line of business or with any Person or in any area or which would so limit the freedom operation of the Surviving Corporation or Project in favour of any Subsidiary after the Effective TimePerson; (x) any agreement pursuant to which Lancit of guarantee, support, indemnification, assumption or endorsement of, or any Subsidiary has hired other similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or retained a consultant;otherwise) or indebtedness of any other Person, except for cheques endorsed for collection in the ordinary course of business that will be assumed by the Limited Partnership as an Assumed Liability hereunder; or (xi) any agreement pursuant Contract entered into by RNC in relation to which Lancit the Project or any Subsidiary is subject to confidentiality or non-disclosure obligations; (xii) any union or collective bargaining contracts with respect to any employees the Contributed Assets other than in the ordinary course of Lancit or any Subsidiary; (xiii) any employment or talent agreement; or (xiv) any other agreement, commitment, arrangement or plan that is material. In lieu of a list, certain types of agreements and other instruments which are not individually material to Lancit are identified in Item 2.13(a) by category, together with a representative sample. Documents in each such category do not differ from the representative sample in any material respectbusiness. (b) Each agreement, contract, plan, lease, arrangement or commitment disclosed in RNC has performed all of the Disclosure Schedule or obligations required to be disclosed in the Disclosure Schedule performed by it and is a valid and binding agreement of Lancit or a Subsidiary, as the case may beentitled to all benefits under, and is not in default or alleged to be in default in respect of, any Material Contract; all Material Contracts are in good standing and in full force and effect, and none of Lancitno event, any Subsidiary orcondition or occurrence exists which, to the knowledge of Lancit, any other party thereto is in default or breach in any material respect under the terms of any such agreement, contract, plan, lease, arrangement or commitment, and, to the knowledge of Lancit, no event or circumstance has occurred that, with after notice or lapse of time or both, would constitute an event a default under any of default thereunder, other than any breaches or defaults which, singly or in the aggregate, could not reasonably be expected foregoing. RNC has provided to have the Purchaser Parties a Material Adverse Effect. True complete and complete copies accurate copy of each such agreementMaterial Contract, contract, plan, lease, arrangement or commitment have been delivered or made available to the Companyincluding all amendments thereto. (c) A complete list (except as to the categories referred to in the last two sentences of Section 2.13(a)) of all funding, agency, licensing, production, employee, talent, distribution and other contracts or other arrangements between the Company or any Subsidiary and any third party in connection with the development, preparation, production and distribution of new episodes of Reading Rainbow, Outward Bound and The Puzzle Place for the 1998 season in effect as of the date hereof is set forth in Item 2.13(c) of the Disclosure Schedule. Such contracts and arrangements are all of the contracts and arrangements that will be necessary for the development preparation, production and distribution of such episodes, other than contracts and agreements to be entered into in the ordinary course of production consistent with past practice, and Lancit has no reason to believe that there will be any difficulties encountered in connection with entering into such ordinary course contracts and arrangements. (d) Except as set forth in Item 2.13(d) of the Disclosure Schedule, to Lancit's knowledge, its relationships with the parties to the contracts required to be disclosed under Sections 2.13(a) (i), (ii), (iii), (iv), (vii), (viii), (x) and (xiii) are good and no such party has threatened to terminate or fail to renew any such contract, agreement or relationship, which termination or failure would, singly or in the aggregate, have a Material Adverse Effect.

Agreements and Commitments. Except as set forth in Schedule 2.11, or as listed in Schedule 2.12(b) or Schedule 2.15(a), Schedule 2.15(b), Schedule 2.15(c), Schedule 2.15 (e), Schedule 2.15(f), or Schedule 2.15 (g) as required by Section 2.12, Section 2.15 (c) or Section 2.15 (f), respectively, VTI is not a party or subject to any oral or written agreement, obligation or commitment that is material to VTI, its financial condition, business or prospects or which is described below: (a) Except as disclosed in Item 2.13(a) of the Disclosure ScheduleAny contract, neither Lancit nor any Subsidiary is a party to commitment, letter agreement, quotation or bound by, and none of the assets of Lancit or any Subsidiary is covered purchase order providing for payments by or subject to, any of the following (whether oral or written):to VTI in an aggregate amount of (i) any lease (a) for real property or (b) for personal property providing for annual rentals for such personal property lease of $5,000 or more or aggregate payments (per lease) for such personal property lease of $10,000 or more;more in the ordinary course of business; or (ii) any agreement for the purchase of materials, software, supplies, goods, services, equipment or other assets providing for either (A) annual payments by Lancit and the Subsidiaries of $5,000 or more or (B) aggregate payments (per agreement) by Lancit and the Subsidiaries of $10,000 or moremore not in the ordinary course of business; (iiib) Any license agreement as licensor (except for any funding, agency, licensing, development, production, cononexclusive software license granted by VTI to end-production, output, air commitment, distribution, rights sharing or back-end agreement or any agreement similar to any user customers where the form of the foregoing; (iv) any partnershiplicense, joint venture or other similar agreement or arrangement; (v) any agreement relating excluding standard immaterial deviations, has been provided to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwiseEdge); (vic) Any agreement by VTI to encumber, transfer or sell rights in or with respect to any VTI Intellectual Property (as defined in Section 2.12); (d) Any agreement relating to for the sale or lease of real or personal property involving more than $10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the distribution of VTI's products; (f) Any franchise agreement or financing statement; (g) Any stock redemption or purchase agreement; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligations, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of VTI incurred or made in the deferred purchase price ordinary course of property (business, and except as disclosed in either case, whether incurred, assumed, guaranteed or secured by any asset);the VTI Interim Financial Statements; or (viij) any option, license, franchise or similar agreement; (viii) any agency, dealer, sales representative, marketing, merchandising, licensing or other similar agreement; (ix) any agreement that limits Any contract containing covenants purporting to limit the freedom of Lancit or any Subsidiary VTI to compete in any line of business or with any Person or in any area geographic area. All agreements, obligations and commitments listed in Schedule 2.11, Schedule 2.12, Schedule 2.15 (c), or which would so limit the freedom of the Surviving Corporation Schedule 2.15 (f) as required by Section 2.11, Section 2.12, Section 2.15 (c) or any Subsidiary after the Effective Time; Section 2.15 (x) any agreement pursuant to which Lancit or any Subsidiary has hired or retained a consultant; (xi) any agreement pursuant to which Lancit or any Subsidiary is subject to confidentiality or non-disclosure obligations; (xii) any union or collective bargaining contracts with respect to any employees of Lancit or any Subsidiary; (xiii) any employment or talent agreement; or (xiv) any other agreement, commitment, arrangement or plan that is material. In lieu of a list, certain types of agreements and other instruments which are not individually material to Lancit are identified in Item 2.13(a) by category, together with a representative sample. Documents in each such category do not differ from the representative sample in any material respect. (b) Each agreement, contract, plan, lease, arrangement or commitment disclosed in the Disclosure Schedule or required to be disclosed in the Disclosure Schedule is a valid and binding agreement of Lancit or a Subsidiaryf), as the case may be, are valid and is in full force and effecteffect in all material respects, and none except as expressly noted in writing, a true and complete copy of Lancit, any Subsidiary oreach has been delivered or been made available to Edge or its counsel. Except as noted on Schedule 2.11 neither VTI nor, to the knowledge of LancitVTI or the VTI Shareholders, any other party thereto is in breach of or default or breach in under any material respect under the terms of any such agreement, contract, plan, lease, arrangement obligation or commitment, and, . VTI is not a party to the knowledge of Lancit, no event any contract or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder, other than any breaches or defaults which, singly or in the aggregate, could not arrangement that it reasonably be expected to expects will have a Material Adverse Effect. True and complete copies of each such agreement, contract, plan, lease, arrangement material adverse effect on its business or commitment have been delivered or made available to the Companyprospects. (c) A complete list (except as to the categories referred to in the last two sentences of Section 2.13(a)) of all funding, agency, licensing, production, employee, talent, distribution and other contracts or other arrangements between the Company or any Subsidiary and any third party in connection with the development, preparation, production and distribution of new episodes of Reading Rainbow, Outward Bound and The Puzzle Place for the 1998 season in effect as of the date hereof is set forth in Item 2.13(c) of the Disclosure Schedule. Such contracts and arrangements are all of the contracts and arrangements that will be necessary for the development preparation, production and distribution of such episodes, other than contracts and agreements to be entered into in the ordinary course of production consistent with past practice, and Lancit has no reason to believe that there will be any difficulties encountered in connection with entering into such ordinary course contracts and arrangements. (d) Except as set forth in Item 2.13(d) of the Disclosure Schedule, to Lancit's knowledge, its relationships with the parties to the contracts required to be disclosed under Sections 2.13(a) (i), (ii), (iii), (iv), (vii), (viii), (x) and (xiii) are good and no such party has threatened to terminate or fail to renew any such contract, agreement or relationship, which termination or failure would, singly or in the aggregate, have a Material Adverse Effect.

Agreements and Commitments. Premier is not a party to any -------------------------- oral or written agreement, obligation or commitment of a type which is described below, except as disclosed on Schedule 3.11: (a) Except any contract, commitment, letter contract, quotation, purchase order, bid or proposal providing for payments by or to Premier in an amount in excess of $10,000 per year; (b) any license agreement as disclosed licensor or licensee (other than forms of standard non-exclusive software licenses granted to end-user customers in Item 2.13(athe ordinary course of business and consistent with past practice); (c) any agreement by Premier to encumber, transfer, grant rights to use or sell rights in or with respect to any Intellectual Property (as defined in Section 3.12 hereof) (except for non-exclusive software licenses granted to end-user customers in the ordinary course of business, consistent with past practice, the Disclosure Scheduleform of which has been provided to Active or its counsel); (d) any agreement for the sale or lease of real or personal property involving more than $10,000 per year; (e) any dealer, neither Lancit nor distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the reasonably anticipated distribution of more than $10,000 of Premier's products during the term of such agreement; (f) any Subsidiary is a party to joint venture contract or bound by, and none of the assets of Lancit arrangement or any Subsidiary is covered other agreement that involves a sharing of profits with other persons; (g) any contract for goods or services involving more than $10,000 per year; (h) any agreement or other document relating to noncompetition covenants by Premier, the Premier Shareholders, or subject to, any of the following (whether oral Premier's employees or written):contractors; (i) any lease (a) instrument evidencing indebtedness for real property borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or (b) otherwise, except for personal property providing for annual rentals for such personal property lease trade indebtedness and advances to employees and contractors incurred in the ordinary course of $5,000 or more or aggregate payments (per lease) for such personal property lease of $10,000 or morebusiness, consistent with past practice; (iij) any collective bargaining agreement; (k) any agreements that contain any unpaid severance liabilities or obligations; (l) any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (m) any employment or consulting agreement, contract or commitment with an employee, contractor or individual consultant or salesperson or consulting or sales or distribution agreement, contract or commitment with a firm or other organization not terminable by Premier on thirty (30) days' notice without liability; (n) any agreement for or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the purchase benefits of materialswhich will be increased, softwareor the vesting of benefits of which will be accelerated, supplies, goods, services, equipment by the occurrence of any of the transactions contemplated by this Agreement or other assets providing for either (A) annual payments the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by Lancit and the Subsidiaries of $5,000 or more or (B) aggregate payments (per agreement) by Lancit and the Subsidiaries of $10,000 or morethis Agreement; (iiio) any funding, agency, licensing, development, production, co-production, output, air commitment, distribution, rights sharing fidelity or back-end agreement surety bond or any agreement similar to any of the foregoingcompletion bond; (ivp) any agreement of indemnification or guaranty, including, without limitation, agreements with officers, directors, consultants, advisors and suppliers; (q) any agreement, contract or commitment relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other similar agreement or arrangementbusiness enterprise; (vr) any agreement mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the acquisition or disposition borrowing of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price extension of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (vii) any option, license, franchise or similar agreement; (viii) any agency, dealer, sales representative, marketing, merchandising, licensing or other similar agreement; (ix) any agreement that limits the freedom of Lancit or any Subsidiary to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Surviving Corporation or any Subsidiary after the Effective Time; (x) any agreement pursuant to which Lancit or any Subsidiary has hired or retained a consultant; (xi) any agreement pursuant to which Lancit or any Subsidiary is subject to confidentiality or non-disclosure obligations; (xii) any union or collective bargaining contracts with respect to any employees of Lancit or any Subsidiary; (xiii) any employment or talent agreementcredit; or (xivs) any other agreement, commitment, arrangement or plan that is material. In lieu of a list, certain types of agreements and other instruments which are not individually material to Lancit are identified in Item 2.13(a) by category, together with a representative sample. Documents in each such category do not differ from the representative sample in any material respect. (b) Each agreement, contract, plan, lease, arrangement contract or commitment disclosed that involves amounts in the Disclosure Schedule excess of $10,000 or required to be disclosed in the Disclosure Schedule is a valid and binding agreement of Lancit or a Subsidiary, as the case may be, and is in full force and effect, and none of Lancit, any Subsidiary or, to the knowledge of Lancit, any other party thereto is in default or breach in any material respect under the terms of any such agreement, contract, plan, lease, arrangement or commitment, and, to the knowledge of Lancit, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder, other than any breaches or defaults which, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. True and complete copies of each such agreement, contract, plan, lease, arrangement or commitment have been delivered or made available to the Companycancelable without penalty within 30 days. (c) A complete list (except as to the categories referred to in the last two sentences of Section 2.13(a)) of all funding, agency, licensing, production, employee, talent, distribution and other contracts or other arrangements between the Company or any Subsidiary and any third party in connection with the development, preparation, production and distribution of new episodes of Reading Rainbow, Outward Bound and The Puzzle Place for the 1998 season in effect as of the date hereof is set forth in Item 2.13(c) of the Disclosure Schedule. Such contracts and arrangements are all of the contracts and arrangements that will be necessary for the development preparation, production and distribution of such episodes, other than contracts and agreements to be entered into in the ordinary course of production consistent with past practice, and Lancit has no reason to believe that there will be any difficulties encountered in connection with entering into such ordinary course contracts and arrangements. (d) Except as set forth in Item 2.13(d) of the Disclosure Schedule, to Lancit's knowledge, its relationships with the parties to the contracts required to be disclosed under Sections 2.13(a) (i), (ii), (iii), (iv), (vii), (viii), (x) and (xiii) are good and no such party has threatened to terminate or fail to renew any such contract, agreement or relationship, which termination or failure would, singly or in the aggregate, have a Material Adverse Effect.